LM-2025-000186 - [2025] EWHC 2098 (Comm)

As referred to above, TUI BEL claims €373,441.77 from SLX EST in respect of this reconciliation (inclusive of Block Hours Utilisation Compensation of €86,060.52), and TUI NED claims €21,709 from SLX LAT.

As explained by Mr Martens on behalf of TUI BEL and TUI NED in paragraphs 11 and 12 of his witness statement dated 11 July 2025, the underlying figures in relation to the claim by TUI BEL against SLX EST are taken from the Defendants’ spreadsheet sent to the Claimants on 25 November 2024. I do not understand them to be in dispute. Similarly in relation to the sum claimed by TUI NED from SLX LAT. As explained in paragraph 14 of Mr Martens’ statement, this derives from an original agreed figure of €177,383.67, against which TUI NED originally gave credit for invoices totalling €2,781 and €28,258.49 from SLX LAT to TUI NED (amounting in total to €31,039.49), and a further invoice of €124,501 from SLX EST to TUI NED. At the time of the hearing TUI NED’s claim under this head accordingly amounted to €21,843.18.

By the draft amended Particulars of Claim TUI NED increased the total of the invoices from SLX LAT to it for which it was giving credit to €31,173.67, as itemised in Schedule 3 to the draft. While the difference has not been explained to me, there has been no objection to this revised figure from SLX LAT, and I therefore proceed on the basis that the revised figure is the correct one, and the appropriate amount of this claim is €21,709.

By way of response to these claims, SLX EST and SLX LAT make the initial point that the claims originally pleaded in the Particulars of Claim were defective, and have not been supported. In particular, they point out that the original claim by TUI BEL was for a greater sum, and included (it now appears) a claim for the ‘LEAV’ invoice arising under a different agreement (now pleaded separately in the revisions to the Particulars of Claim), while giving credit for a number of other invoices which were not (and have not been) fully specified. Further, the pleaded claim by TUI NED was not explained until Mr Martens’ reply evidence.

There is some force in these criticisms of the original pleading, which was the basis for the summary judgment application. The full underlying position is however now apparent, and SLX EST and SLX LAT accept that they are not prejudiced in dealing with it now. Where there is in fact now agreement with the underlying figures, I do not consider that the background provides a defence to the claim as now formulated.

By way of further response to these claims, SLX EST and SLX LAT contend that it was an express term within Clauses 8 and 21 of the ASA, or an implied term of each ASLA, that the parties would reasonably cooperate to facilitate all aspects of a Block Hours reconciliation. It is said that there is a real prospect of succeeding on a defence that such term was breached because of the way in which the claim has been presented from mid-November 2024, until the reply evidence served by Mr Martens. It is said that such conduct prevented the parties from completing the reconciliation.

Even if there were such a term within the ASA, or implied within each ASLA (which I do not need to decide), I do not consider that this gives rise to a defence to the claim which is in respect of figures which are in fact agreed, and the product of the reconciliation process between the parties. I did not understand SLX EST or SLX LAT to be suggesting that they have suffered any loss (other than potentially in relation to costs) as a result of the way in which the claim has been presented.

SLX EST and SLX LAT also contend that there was an implied term of the ASA that payment in respect of any adjustment in respect of Minimum Guaranteed Block Hours only fell due in a reasonable period following completion of the reconciliation. They contend that as there was no completion of reconciliation between the parties no amount could fall due. Even if such a term were to be implied (which again I do not need to decide), in circumstances where the amounts have been agreed, I do not consider that this gives rise to a defence to this aspect of the claim.

While I do not consider that the above matters give rise to a defence to the claims now made, whether or to what extent they may be relevant to questions of interest or costs (on which I have not yet heard argument) will, if not agreed, be a matter for separate submissions consequential to this judgment. Similar considerations apply to the other heads of claim addressed in this judgment: all matters of interest and costs (if not agreed) are reserved.